ex10-13.htm


    EXHIBIT
10.13

    THIRD AMENDMENT TO
LEASE

    (Confirmation of Commencement
Dates)

     

    This
Third Amendment to Lease (“Amendment”) is made and
entered into as of the 23rd day of
May, 2008 by and between FPOC, LLC, a California limited liability company
(“Landlord” or “Lessor”), and Sunpower
Corporation, Systems, a Delaware corporation (“Tenant” or “Lessee”),
successor-in-interest to PowerLight Corporation.

     

    R E C I T A L S

     

    A.           Landlord
and PowerLight Corporation (“Powerlight”) entered into that
certain Standard Multi-Tenant Industrial Lease – Net dated as of December 15,
2006 (together with the Addendum thereto, the “Original Lease”) pursuant to which
Tenant leases certain premises containing approximately 175,802 square feet (the
“Current Premises”) in
that certain commercial building known as Ford Point (the “Building”) and located at 1414
Harbour Way South, Richmond, California.   The Current Premises
consist of approximately 110,522 square feet of space (the “Existing Premises”) and
approximately 65,280 square feet (the “Expansion Premises” identified
as “Tranche 5” on the attached Exhibit
A-1).  Landlord and Powerlight entered into that certain First
Amendment to Lease dated as of May 24, 2007 (the “First Amendment”).  Landlord
and Tenant entered into that certain second Amendment to Lease dated as of
December 18, 2007 (the “Second
Amendment”).  The Original Lease as amended by the First
Amendment and the Second Amendment is hereinafter referred to as the “Lease”.  Tenant has
assumed the obligations of Powerlight as “tenant” under the Lease.

     

    B.           Landlord
and Tenant presently desire to amend the Lease to provide, among other things,
for the Commencement Date of the Lease, as more fully set forth
below.

     

    A
G
R
E
E
M
E
N
T

     

    NOW,
THEREFORE, in consideration of the foregoing Recitals and the mutual covenants
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereby agree as
follows:

     

    1. Defined
Terms.  All capitalized terms not defined herein shall have the
same respective meanings as are given such terms in the Lease unless expressly
provided otherwise in this Amendment.

     

    2. Confirmation
of the Commencement Dates.

     

    (a)  Commencement
Dates.  The parties hereto acknowledge that the Commencement
Date for the portion of the Existing Premises which Tenant occupied as of
December 17, 2007 (the “December 17 Increment” and
shown as “Tranche 1” on the attached Exhibit
A-2) shall be deemed to be December 17, 2007 (the “December 17 Commencement
Date”).  The Commencement Date for the remainder of the First
Increment (the “Remaining
Increment”) occurred on three separate dates as follows: (i) December 24,
2007 with respect to the space consisting of 7,325 square feet located on the
first floor of the Building and shown as “Tranche 2” on the attached Exhibit
A; (ii) January 14, 2008 with respect to the space consisting of 8,444
square feet located on the first floor of the Building and shown as “Tranche 3”
on the attached 

    
      
        
        

      

      
        1

        
          

        

      

      
        
        
Exhibit
A, and (iii) February 4, 2008 with respect to the space consisting of
20,125 square feet located on the first floor of the Building and shown as
“Tranche 4” on the attached Exhibit
A.  The Second Increment consists of 26,423 square feet located
on the second floor of the Building and is shown as “Tranche 7” on the attached
Exhibit
A-2.  The 8,310 SF Increment consists of 8,310 square feet
located on the second floor of the Building and is shown as “Tranche 8” on the
attached Exhibit
A-2.  Notwithstanding the fact that the Remaining Increment was
delivered on three separate dates, for purposes of commencing the calculation
and payment of Rent under the Lease, as amended hereby, the “Remaining Increment Commencement
Date” shall mean January 1, 2008; provided, however, that Base Rent with
respect to each increment of the Remaining Increment shall be as set forth in
the schedules attached hereto as Exhibit
#2.  The following schedule is set forth herein for the
convenience of the parties.

    

    


    
      	
              Premises

            	
              Square
      Footage

            	
              Commencement
      Date

            
	
              December 17
      Increment

            	
              50,000
      sf of 2nd
      floor office

            	
              December
      17, 2007

            
	 
      	 
      	 
      
	
                   Remaining     Increment:
      (1)

            	
              7,325
      1st
      floor office

            	
              December
      24, 2007

            
	 
      	 
      	 
      
	
                                      (2)

            	
              8,444
      sf of remaining 1st
      floor office

            	
              January
      14, 2008

            
	 
      	 
      	 
      
	
                                      (3)

            	
              20,125
      sf industrial

            	
              February
      4, 2008

            
	 
      	 
      	 
      
	
              Expansion
      Premises

            	
              65,280
      sf  manufacturing

               

            	
              November
      25, 2007

              Expansion
      Commencement Date

              (which
      date is three months prior to the earlier of the actual delivery date of
      the Expansion Premises or Tenant operating its business in the Expansion
      Premises)

            
	 
      	 
      	 
      
	
              8,310
      SF Increment

            	
              8,310
      sf

              2nd
      floor office

            	
              Second
      Increment Commencement Date

              Dec.
      17, 2008

            
	
              Second
      Increment

            	
              26,423
      sf

              2nd
      floor office

            	
              Dec.
      17, 2008

              Second
      Increment Commencement Date

            
	 
      	 
      	 
      
	
              R&D
      Space

              (Yard)

            	
              21,000
      sf

               

            	
              March
      1, 2008

              R&D
      Commencement Date

            


    

    


     (b)           Substantially
Completed.  The parties acknowledge that the Lessor’s Work in
the December 17 Increment, the Remaining Increment, the Second Increment and the
Expansion Premises has been Substantially Completed.  Each of Landlord
and Tenant hereby waives any

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        
claims
against the other for delays in connection with the delivery of the First
Increment (the combined December 17 Increment and the Remaining Increment), the
8,310 SF Increment, the Second Increment, the Expansion Premises, and the
R&D Space.

    

    
       

    

    (c)           Early Termination
Right.  For purposes of Section 76 of the Original Lease, the
references to the Commencement Date shall refer to the Remaining Increment
Commencement Date or January 1, 2008.  Therefore, the last day of the
76th
full calendar months following the Commencement Date shall be April 30,
2014.

     

    (d)           Warranty
Periods.  For purposes of the warranty periods set forth in
Sections 2.2, 2.3 and 51(b) of the Original Lease, the respective warranty
periods shall commence as of January 1, 2008.

     

    3.           Term.  Section
1.3 of the Original Lease is hereby deleted in its entirety and replaced with
the following language: “Approximately eleven (11) years commencing on December
17, 2007 and ending on December 31, 2018 (“Expiration
Date”).”

     

    4.           Base
Rent.  Notwithstanding anything to the contrary set forth in
the Lease, Base Rent shall be payable with respect to the Premises as set forth
in Exhibit
#2 attached hereto.  The following schedule sets forth the
accrued Base Rent through March 31, 2008:

    


    
      	
              Premises

            	
              Square
      Footage

            	
              Commencement
      Date

            	
              Base
      Rent

              Accrued
      through 3/31/08

            
	
              December 17
      Increment

            	
              50,000
      sf of 2nd
      floor office

            	
              December
      17, 2007

              Base
      Rent commences: 4/17/08

            	
              $0.00

            
	 
      	 
      	 
      	 
      
	
                   Remaining     Increment:
      (1)

            	
              7,325
      1st
      floor office

            	
              December
      24, 2007

              Base
      Rent commences: 4/24/08

            	
              $0.00

            
	 
      	 
      	 
      	 
      
	
                                        (2)

            	
              8,444
      sf of remaining 1st
      floor office

            	
              January
      14, 2008

              Base
      Rent commences: 5/14/08

            	
              $0.00

            
	 
      	 
      	 
      	 
      
	
                                      (3)

            	
              20,125
      sf industrial

            	
              February
      4, 2008

              Base
      Rent commences: 6/4/08

            	
              $0.00

            
	 
      	 
      	 
      	 
      
	
              Expansion
      Premises

            	
              65,280
      sf

              manufacturing

               

            	
              November
      25, 2007

              Expansion
      Commencement Date

              Base
      Rent commences: 11/25/07

            	
              $156,280.32

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 
      	 
      	 
      	 
      
	
              8,310
      SF Increment

            	
              8,310
      sf

              2nd
      floor office

            	
              Second
      Increment Commencement Date

              Base Rent commences:
      Dec. 17, 2008

            	
              $0.00

            
	
              Second
      Increment

            	
              26,423
      sf

              2nd
      floor office

            	
              Second
      Increment Commencement Date

              Base Rent commences:
      Dec. 17, 2008

            	
              $0.00

            
	 
      	 
      	 
      	 
      
	
              R&D
      Space

              (yard)

            	
              21,000
      sf

            	
              March
      1, 2008

              R&D
      Commencement Date

              Base
      Rent commences: 3/1/08

            	
              $3,150.00

            
	 
      	 
      	
              Total:

            	
              $159,430.32

            
	 
      	 
      	
              Prepaid Credit:

            	
              $100,269.05

            
	 
      	 
      	
              Amount Due:

            	
              $59,161.27

            


    

    


    5.           Common
Area Operating Expenses.  The parties hereto acknowledge that
Tenant’s obligation to pay Common Area Operating Expenses commences on the
relevant Commencement Date for the subject increment of the
Premises.  The following schedule sets forth the accrued estimated
Common Area Operating Expenses through March 31, 2008:

    


    
      	
              Premises

            	
              Square
      Footage

            	
              Commencement
      Date

            	
              Estimated
      Common Area Operating Expenses

              Accrued
      through 3/31/08

            
	
              December 17
      Increment

            	
              50,000
      sf of 2nd
      floor office

            	
              December
      17, 2007

            	
              $26,000.00

            
	 
      	 
      	 
      	 
      
	
                   Remaining     Increment:
      (1)

            	
              7,325
      1st
      floor office

            	
              December
      24, 2007

            	
              $3,552.63

            
	 
      	 
      	 
      	 
      
	
                                        (2)

            	
              8,444
      sf of remaining 1st
      floor office

            	
              January
      14, 2008

            	
              $3,250.37

            
	 
      	 
      	 
      	 
      
	
                                      (3)

            	
              20,125
      sf industrial

            	
              February
      4, 2008

            	
              $5,735.63

            
	 
      	 
      	 
      	 
      
	
              Expansion
      Premises

            	
              65,280
      sf

              manufacturing

               

            	
              November
      25, 2007

              Expansion
      Commencement Date

            	
              $41,126.00

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	 
      	 
      	 
      	 
      
	
              8,310
      SF Increment

            	
              8,310
      sf

              2nd
      floor office

            	
              Dec.
      17, 2007

            	
              $4,321.20

            
	
              Second
      Increment

            	
              26,423
      sf

              2nd
      floor office

            	
              Dec.
      17, 2007

               

            	
              $13,739.96

            
	 
      	 
      	
              Total:

            	
              $97,725.79

            
	 
      	 
      	
              Prepaid Credit:

            	
              $14,367.86

            
	 
      	 
      	
              Amount Due:

            	
              $83,357.93

            
	
              R&D
      Space

              (yard)

            	
              21,000
      sf

            	
              March
      1, 2008

              R&D
      Commencement Date

            	
              Not
      Applicable

            


    

    


    6.           Accrued
Rental Amounts.  Concurrently with Tenant’s execution of this
Amendment, Tenant shall deliver the amount of $142,519.20 which represents the
amount of accrued Base Rent and estimated Common Area Operating Expenses through
March 31, 2008.

    


    7.           Reimbursement
of Buildout Costs.

    


    (a) Current
Amount.  Pursuant to the Work Letter attached as Exhibit B to
the Original Lease, Tenant has agreed to reimburse Landlord for Tenant
Improvement Costs as well as Above-Standard Base Building Costs less the amount
of Standard Base Building Costs incurred in connection with Lessor’s Work, as
such terms are defined in the Work Letter (collectively, “Tenant’s Share of Buildout
Costs”).  Landlord and Tenant agree that the total amount of
Tenant’s Share of Buildout Costs for the December 17 Increment, the Remaining
Increment, the Second Increment and the Expansion Premises is $3,800,000.00 (the
“Current
Amount”).  To date, Landlord has received the amount of
$2,690,000 toward the Tenant’s Share of Buildout Costs and thus the amount owed
by Tenant for Tenant’s Share of Buildout Costs is $1,110,000.00 (“Current Amount
Due”).  Paragraph 51(d) of the Lease is hereby deleted in its
entirety.

    


    (b) Payment
Due.  Within ten (10) business days following the full
execution of this Amendment, Tenant shall pay to Landlord the amount of
$895,000.00 with respect to the Tenant’s Share of Buildout Costs. Tenant shall
pay the remaining $215,000.00 to Landlord within ten (10) business days
following the date on which Landlord has completed all work listed on the Punch
List.

    


    8.           Remeasurement.  Section
72 of the Lease is hereby deleted in its entirety. Within ten (10) business days
following the date on which this Amendment is fully executed by Landlord and
Tenant, each of Landlord and Tenant shall have the right to cause its architect
or consultant to measure the actual square feet of rentable area within the
Premises and Building in accordance with the rentable standards set forth in
ANSI/BOMA Z65.1-1996, as promulgated by the Building Owners and Managers
Association (“BOMA
Standard”), and all provisions of this Lease which are dependent upon the
number of square feet (e.g.; Base Rent, Lessee’s
Share) shall be appropriately adjusted.

    


    9.           Authority.  Tenant
and each person executing this Amendment on behalf of Tenant hereby covenants
and warrants that (a) Tenant is duly organized and validly existing


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    under the
laws of the State of Delaware, (b) Tenant has full power and authority to enter
into this Amendment and to perform all Tenant’s obligations under the Lease,
as amended by this Amendment, and (c) each person (and all of the persons
if more than one signs) signing this Amendment on behalf of Tenant is duly and
validly authorized to do so.  Landlord and each person executing this
Amendment on behalf of Landlord hereby covenants and warrants that (a) Landlord
is duly organized and validly existing under the laws of the State of
California, (b) Landlord has full power and authority to enter into this
Amendment and to perform all Landlord’s obligations under the Lease,
as amended by this Amendment, and (c) each person (and all of the persons
if more than one signs) signing this Amendment on behalf of Landlord is duly and
validly authorized to do so.

    
       

    

    10.           Exhibits.  Exhibit #2 attached
hereto shall be incorporated into the Lease, as amended hereby. Exhibit D to the
Original Lease is hereby deleted in its entirety. Exhibit A (Outline of
Premises) attached to the Original Lease is hereby deleted and the attached
Exhibit
A and Exhibit
A-2 are hereby substituted therefor.  Exhibit A-1 (Outline
of Expansion Premises) attached to the First Amendment is hereby deleted and the
attached Exhibit
A-1 is hereby substituted therefor.  Exhibit A-3 (Outline
of 8,310 SF Increment) attached to the Second Amendment is hereby deleted and
the attached Exhibit
A-2 is hereby substituted therefor.

     

    


     

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Blank]

     


    
      
        
           

          


        

         


      

      
        6

        
          

        

      

      
         


      

    


    


     

    11.           Lease in
Full Force and Effect.  This Amendment contains the entire
understanding between the parties with respect to the matters contained
herein.  No representations, warranties, covenants or agreements
have been made concerning or affecting the subject matter of this Amendment,
except as are contained herein and in the Lease.  This Amendment
may not be changed orally, but only by an agreement in writing signed by the
party against whom enforcement of any waiver, change or modification or
discharge is sought.

     

    IN
WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date
first set forth above.

     

     

    


    
      
        	
                LANDLORD:

                 

              	 	 	 TENANT:	 
	
                FPOC,
      LLC,

                a California Limited Liability company

                 

              	 	 	
                 Sunpower
      Corporation, Systems,

                a Delaware corporation

              	 
	
                 

                BY:
      FP Management, LLC, a California

                limited liability company, its
    Manager

              	 	 	
                By:
      /s/ Tom Dinwoodie

                Name:  Tom Dinwoodie

                Its: Founder &
    CTO

              	 
	
                 

                    By: /s/ J.R. Orton, III

              	 	 	
                 

                By:

              	 
	
                           
      J.R. Orton, III, Manager

              	 	 	
                Name:

                Its:

              	 


      




    
      
        
           

          


        

         


      

      
        7

        
          

        

      

      
         


      

    


    Exhibit
#2

    Rent
Schedules

    


    


     

    
      	
              Period:

              December 17, 2007

              December 17 Increment

              50,000 sf

            	
              Monthly Base Rent per SF

            	
              Monthly Base Rent

            
	
              12/17/07
      – 4/16/08

            	
              $0.00

            	
              $0.00

            
	
              4/17/08
      – 12/31/08

            	
              $1.4000

            	
              $70,000.00

            
	
              1/1/09
      – 12/31/09

            	
              $1.4420

            	
              $72,100.00

            
	
              1/1/10
      – 12/31/10

            	
              $1.4853

            	
              $74,263.00

            
	
              1/1/11
      – 12/31/11

            	
              $1.5298

            	
              $76,490.89

            
	
              1/1/12
      – 12/31/12

            	
              $1.5757

            	
              $78,785.62

            
	
              1/1/13
      – 12/31/13

            	
              $1.6230

            	
              $81,149.19

            
	
              1/1/14
      – 12/31/14

            	
              $1.6717

            	
              $83,583.66

            
	
              1/1/15
      – 12/31/15

            	
              $1.7218

            	
              $86,091.17

            
	
              1/1/16
      – 12/31/16

            	
              $1.7735

            	
              $88,673.91

            
	
              1/1/17
      – 12/31/17

            	
              $1.8267

            	
              $91,334.12

            
	
              1/1/18
      – 12/31/18

            	
              $1.8815

            	
              $94,074.15

            


    

    


     


    
      
        
                                                                           


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              December 24, 2007

              7,325 sf

            	
              Monthly Base Rent per SF

            	
              Monthly Base Rent

            
	
              12/24/07
      – 4/23/08

            	
              $0.00

            	
              $0.00

            
	
              4/24/08
      – 12/31/08

            	
              $1.4000

            	
              $10,255.00

            
	
              1/1/09
      – 12/31/09

            	
              $1.4420

            	
              $10,562.65

            
	
              1/1/10
      – 12/31/10

            	
              $1.4853

            	
              $10,879.53

            
	
              1/1/11
      – 12/31/11

            	
              $1.5298

            	
              $11,205.92

            
	
              1/1/12
      – 12/31/12

            	
              $1.5757

            	
              $11,542.09

            
	
              1/1/13
      – 12/31/13

            	
              $1.6230

            	
              $11,888.36

            
	
              1/1/14
      – 12/31/14

            	
              $1.6717

            	
              $12,245.01

            
	
              1/1/15
      – 12/31/15

            	
              $1.7218

            	
              $12,612.36

            
	
              1/1/16
      – 12/31/16

            	
              $1.7735

            	
              $12,990.73

            
	
              1/1/17
      – 12/31/17

            	
              $1.8267

            	
              $13,380.45

            
	
              1/1/18
      – 12/31/18

            	
              $1.8815

            	
              $13,781.86

            


    

    


     


    
      
        
                                                                             


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              January 14, 2008

              8,444 sf

            	
              Monthly Base Rent per SF

            	
              Monthly Base Rent

            
	
              1/14/08
      – 5/13/08

            	
              $0.00

            	
              $0.00

            
	
              5/14/08
      – 12/31/08

            	
              $1.4000

            	
              $11,821.60

            
	
              1/1/09
      – 12/31/09

            	
              $1.4420

            	
              $12,176.25

            
	
              1/1/10
      – 12/31/10

            	
              $1.4853

            	
              $12,541.54

            
	
              1/1/11
      – 12/31/11

            	
              $1.5298

            	
              $12,917.78

            
	
              1/1/12
      – 12/31/12

            	
              $1.5757

            	
              $13,305.31

            
	
              1/1/13
      – 12/31/13

            	
              $1.6230

            	
              $13,704.47

            
	
              1/1/14
      – 12/31/14

            	
              $1.6717

            	
              $14,115.61

            
	
              1/1/15
      – 12/31/15

            	
              $1.7218

            	
              $14,539.08

            
	
              1/1/16
      – 12/31/16

            	
              $1.7735

            	
              $14,975.25

            
	
              1/1/17
      – 12/31/17

            	
              $1.8267

            	
              $15,424.51

            
	
              1/1/18
      – 12/31/18

            	
              $1.8815

            	
              $15,887.24

            


    

    


     


    
      
        
                                                                   


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              February 4, 2008

              20,125 sf

            	
              Monthly Base Rent Per SF

            	
              Monthly Base Rent for R&D
      Portion

            
	
              2/4/08
      – 6/3/08

            	
              $0.00

            	
              $0.00

            
	
              6/4/08
      – 12/31/08

            	
              $0.5250

            	
              $10,565.63

            
	
              1/1/09
      – 12/31/09

            	
              $0.5408

            	
              $10,882.59

            
	
              1/1/10
      – 12/31/10

            	
              $0.5570

            	
              $11,209.07

            
	
              1/1/11
      – 12/31/11

            	
              $0.5737

            	
              $11,545.34

            
	
              1/1/12
      – 12/31/12

            	
              $0.5909

            	
              $11,891.70

            
	
              1/1/13
      – 12/31/13

            	
              $0.6086

            	
              $12,248.46

            
	
              1/1/14
      – 12/31/14

            	
              $0.6269

            	
              $12,615.91

            
	
              1/1/15
      – 12/31/15

            	
              $0.6457

            	
              $12,994.38

            
	
              1/1/16
      – 12/31/16

            	
              $0.6651

            	
              $13,384.21

            
	
              1/1/17
      – 12/31/17

            	
              $0.6850

            	
              $13,785.74

            
	
              1/1/18
      – 12/31/18

            	
              $0.7056

            	
              $14,199.31

            


    

    


     


    
      
        
                                                                           


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              December 17, 2008

              8,310 increment

            	
              Monthly Base Rent per SF

            	
              Monthly Base Rent:

            
	
              12/17/08
      – 12/31/08

            	
              $1.4420

            	
              $11,983.02

            
	
              1/1/09
      – 12/31/09

            	
              $1.4420

            	
              $11,983.02

            
	
              1/1/10
      – 12/31/10

            	
              $1.4853

            	
              $12,342.51

            
	
              1/1/11
      – 12/31/11

            	
              $1.5298

            	
              $12,712.79

            
	
              1/1/12
      – 12/31/12

            	
              $1.5757

            	
              $13,094.17

            
	
              1/1/13
      – 12/31/13

            	
              $1.6230

            	
              $13,486.99

            
	
              1/1/14
      – 12/31/14

            	
              $1.6717

            	
              $13,891.60

            
	
              1/1/15
      – 12/31/15

            	
              $1.7218

            	
              $14,308.35

            
	
              1/1/16
      – 12/31/16

            	
              $1.7735

            	
              $14,737.60

            
	
              1/1/17
      – 12/31/17

            	
              $1.8267

            	
              $15,179.73

            
	
              1/1/18
      – 12/31/18

            	
              $1.8815

            	
              $15,635.12

            


    

    


     


    
      
        
                                                                         


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              December 17, 2008

              Second Increment

              26,423 sf

            	
              Monthly Base Rent per SF

            	
              Monthly Base Rent:

            
	
              12/17/08
      – 12/31/08

            	
              $1.4420

            	
              $38,101.97

            
	
              1/1/09
      – 12/31/09

            	
              $1.4420

            	
              $38,101.97

            
	
              1/1/10
      – 12/31/10

            	
              $1.4853

            	
              $39,245.02

            
	
              1/1/11
      – 12/31/11

            	
              $1.5298

            	
              $40,422.38

            
	
              1/1/12
      – 12/31/12

            	
              $1.5757

            	
              $41,635.05

            
	
              1/1/13
      – 12/31/13

            	
              $1.6230

            	
              $42,884.10

            
	
              1/1/14
      – 12/31/14

            	
              $1.6717

            	
              $44,170.62

            
	
              1/1/15
      – 12/31/15

            	
              $1.7218

            	
              $45,495.74

            
	
              1/1/16
      – 12/31/16

            	
              $1.7735

            	
              $46,860.61

            
	
              1/1/17
      – 12/31/17

            	
              $1.8267

            	
              $48,266.43

            
	
              1/1/18
      – 12/31/18

            	
              $1.8815

            	
              $49,714.42

            


    

    


     


    
      
        
                                                                            


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              Expansion Premises

              65,280 sf

            	
              Monthly Base Rent per SF

            	
              Base Rent Per Month:

            
	
              11/25/07
      – 12/31/07

            	
              $0.5700

            	
              $37,209.60

            
	
              1/1/08
      – 12/31/08

            	
              $0.5700

            	
              $37,209.60

            
	
              1/1/09
      – 12/31/09

            	
              $0.5871

            	
              $38,325.89

            
	
              1/1/10
      – 12/31/10

            	
              $0.6047

            	
              $39,475.66

            
	
              1/1/11
      – 12/31/11

            	
              $0.6229

            	
              $40,659.93

            
	
              1/1/12
      – 12/31/12

            	
              $0.6415

            	
              $41,879.73

            
	
              1/1/13
      – 12/31/13

            	
              $0.6608

            	
              $43,136.12

            
	
              1/1/14
      – 12/31/14

            	
              $0.6806

            	
              $44,430.21

            
	
              1/1/15
      – 12/31/15

            	
              $0.7010

            	
              $45,763.11

            
	
              1/1/16
      – 12/31/16

            	
              $0.7221

            	
              $47,136.01

            
	
              1/1/17
      – 12/31/17

            	
              $0.7437

            	
              $48,550.09

            
	
              1/1/18
      – 12/31/18

            	
              $0.7660

            	
              $50,006.59

            


    

    


     


    
      
        
                                                                  


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    
      	
              Period:

              R&D Space

              (yard)

            	
              Base Rent Per Month PSF:

            	
              Monthly Base Rent:

            
	
              3/1/08–
      12/31/08

            	
              $0.1500

            	
              $3,150.00

            
	
              1/1/09
      – 12/31/09

            	
              $0.1545

            	
              $3,244.50

            
	
              1/1/10
      – 12/31/10

            	
              $0.1591

            	
              $3,341.84

            
	
              1/1/11
      – 12/31/11

            	
              $0.1639

            	
              $3,442.09

            
	
              1/1/12
      – 12/31/12

            	
              $0.1688

            	
              $3,545.35

            
	
              1/1/13
      – 12/31/13

            	
              $0.1739

            	
              $3,651.71

            
	
              1/1/14
      – 12/31/14

            	
              $0.1791

            	
              $3,761.26

            
	
              1/1/15
      – 12/31/15

            	
              $0.1845

            	
              $3,874.10

            
	
              1/1/16
      – 12/31/16

            	
              $0.1900

            	
              $3,990.33

            
	
              1/1/17
      – 12/31/17

            	
              $0.1957

            	
              $4,110.04

            
	
              1/1/18
      – 12/31/18

            	
              $0.2016

            	
              $4,233.34

            


    


    
      
        
                                                                            


        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A

    Portion
of the Premises Located on the First Floor

    Remaining
Increment:

    7,325 sf located on the 1st floor
and shown as “Tranche 2” 

    8,444 sf located on the 1st floor
and shown as “Tranche 3” 

    20,125 sf
located on the 1st floor
and shown as “Tranche 4”

    


    

    



    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    


    Exhibit
A-1

    Expansion
Premises [Wine.com space]

    


    Expansion Premises = 65,280 sf
and shown as “Tranche 5”

    


    

    



    
      
        
           

        

         


      

      
        
        

        
          

        

      

      
         


      

    


    Exhibit
A-2

    Portion
of the Premises Located on the Second Floor

    


    December 17 Increment = 50,000 sf located on
the 2nd floor
and shown as “Tranche 1” 

    Second Increment = 26,423 sf
located on the 2nd floor
and shown as “Tranche 7”

    8,310 SF Increment = 8,310 sf
located on the 2nd floor
and shown as “Tranche 8”